REPRESENTATIONS AND WARRANTIES OF LEGACY. The execution and delivery of this Agreement and the consummation of all transactions contemplated hereby have been duly authorized by all necessary action on the part of Legacy. This Agreement has been duly and validly executed and delivered by Legacy and constitutes a valid, legal and binding agreement of Legacy, enforceable against Legacy in accordance with its terms.
REPRESENTATIONS AND WARRANTIES OF LEGACY. Legacy hereby represents and warrants to Pan Am as follows:
REPRESENTATIONS AND WARRANTIES OF LEGACY. Legacy represents and warrants to BHLB that the statements contained in this Article IV are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV), subject to the standard set forth in Section 4.1 and except as set forth in the Legacy Disclosure Schedule delivered by Legacy to BHLB on the date hereof, and except as to any representation or warranty which specifically relates to an earlier date, which only need be correct as of such earlier date, provided, however, that disclosure in any section of such Legacy Disclosure Schedule shall apply only to the indicated Section of this Agreement except to the extent that it is reasonably apparent that such disclosure is relevant to another section of this Agreement. References to the Knowledge of Legacy shall include the Knowledge of Legacy Banks.
REPRESENTATIONS AND WARRANTIES OF LEGACY. Except as set forth in the applicable section of the disclosure schedule delivered by Legacy to WPC prior to the execution of this Agreement (the "Legacy Disclosure Schedule"), Legacy represents and warrants to WPC as follows:
REPRESENTATIONS AND WARRANTIES OF LEGACY. Except (A) as disclosed in the correspondingly enumerated section or subsection of the Confidential Schedules delivered herewith (provided, that each exception set forth on any Confidential Schedule shall be deemed to qualify such other representation and warranty only to the extent that the relevance of such exception to such other representation and warranty is reasonably apparent on the face of the disclosure (notwithstanding the absence of a specific cross-reference)); or (B) disclosed in any Legacy SEC Reports publicly filed at least two Business Days prior to the date hereof (but excluding any disclosures set forth in any “risk factors,” “forward-looking statements” or “market risk” sections or other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature), Legacy hereby makes the following representations and warranties to Prosperity.
REPRESENTATIONS AND WARRANTIES OF LEGACY. 11 SECTION 4.01. Organization and Qualification; Subsidiaries 11 SECTION 4.02. Certificate of Incorporation and By-Laws 12 SECTION 4.03. Capitalization 12 SECTION 4.04. Authority Relative to This Agreement 13 SECTION 4.05. No Conflict; Required Filings and Consents 13 SECTION 4.06. Permits; Compliance 14 SECTION 4.07. Stock Option Plan 14 SECTION 4.08. Absence of Certain Changes or Events 14 SECTION 4.09. Absence of Litigation 15 SECTION 4.10. Employee Benefit Plans 15 SECTION 4.11. Contracts 15 SECTION 4.12. Environmental Matters 16 SECTION 4.13. Trademarks, Patents and Copyrights 16 SECTION 4.14. Taxes 17 SECTION 4.15. Accounting and Tax Matters 17 SECTION 4.16. Brokers 17
REPRESENTATIONS AND WARRANTIES OF LEGACY. Legacy hereby represents and warrants to Mint Leasing that:
REPRESENTATIONS AND WARRANTIES OF LEGACY. LEGACY represents and warrants to, and covenants with, the DIAMOND Shareholders and DIAMOND as follows:
REPRESENTATIONS AND WARRANTIES OF LEGACY. Except as set forth in the Disclosure Schedule delivered by Legacy to ViewPoint prior to the execution hereof (the “Legacy Disclosure Schedule”), Legacy hereby make the representations and warranties set forth in this Article III to ViewPoint as of the date hereof and as of the Closing Date. For purposes of the representations and warranties of Legacy contained herein, disclosure in any section of the Legacy Disclosure Schedule of any facts or circumstances shall be deemed to be adequate response and disclosure of such facts or circumstances with respect to all representations or warranties by Legacy calling for disclosure of such information, whether or not such disclosure is specifically associated with or purports to respond to one or more of such representations or warranties, if it is reasonably apparent on the face of the Legacy Disclosure Schedule that such disclosure is applicable. The inclusion of any information in any section of the Legacy Disclosure Schedule or other document delivered by Legacy pursuant to this Agreement shall not be deemed to be an admission or evidence of the materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever. Legacy agrees to provide at the Closing supplemental Disclosure Schedules reflecting any material changes to the representations and warranties set forth herein between the date of this Agreement and the Closing Date to ViewPoint. Delivery of such Supplemental Disclosure Schedules shall not cure a breach of or modify a representation or warranty.
REPRESENTATIONS AND WARRANTIES OF LEGACY. Except as set forth in the disclosure letter delivered at or prior to the execution hereof to Enterprises (the "Legacy Disclosure Letter"), or as set forth in the Legacy Reports (as hereinafter defined) filed prior to the date of this Agreement (it being understood and agreed that disclosure set forth in the Legacy Disclosure Letter and such Legacy Reports shall be applicable to each particular representation and warranty of Legacy herein contained to the extent it is reasonably evident on the face of such disclosure that such disclosure applies to such representation and warranty), Legacy represents and warrants to Enterprises as follows:
